The Board of Directors of Tianhao Energy Co., Ltd. (hereinafter referred to as the "Company") proposes to issue shares and pay cash to acquire 100.00% equity of Tianhao New Energy Co., Ltd. (hereinafter referred to as "Tianhao New Energy") and raise supporting funds (hereinafter referred to as the "Transaction").
In accordance with the "Company Law of the People's Republic of China" (hereinafter referred to as the "Company Law"), the "Securities Law of the People's Republic of China" (hereinafter referred to as the "Securities Law"), the "Administrative Measures for Major Asset Restructuring of Listed Companies" (hereinafter referred to as the "Restructuring Measures"), the "Shenzhen Stock Exchange GEM Stock Listing Rules" (hereinafter referred to as the "Listing Rules"), the "Administrative Measures for Information Disclosure of Listed Companies," and other laws, regulations, and normative documents, as well as the "Articles of Association of Tianhao Energy Co., Ltd." (hereinafter referred to as the "Articles of Association"), the Company's Board of Directors has carefully reviewed the completeness and compliance of the legal procedures for the Transaction and the effectiveness of the submitted legal documents. The details are as follows:
I. Completeness and Compliance of Legal Procedures for the Transaction